The
undersigned, as Secretary of
Tortoise Gas and Oil Corporation (the “Company”), hereby certifies that the
following resolutions were adopted by the Board of Directors of the Company,
including the directors who are not “interested persons” of the Company, via
unanimous written consent on June 13, 2007:

RESOLVED,
that the Company’s purchase
and maintenance of fidelity bond coverage as required by Rule 17g-1 under the
1940 Act, and the payment by the Company of the premium for such coverage,
is
hereby approved;

FURTHER
RESOLVED, that the officers of
the Company be, and each of them hereby is, authorized and directed to make
application for, and maintain fidelity bond coverage for, the Company in the
amount of $450,000, or such greater amounts as officers of the Company may
from
time to time determine in accordance with the provisions of Rule 17g-1 under
the
1940 Act, and to present such policy for ratification at the Board meeting
following obtaining such fidelity bond coverage;

FURTHER
RESOLVED, that the Secretary of
the Company is hereby designated the officer to make the filings and give the
notices required by Paragraph (g) of Rule 17g-1.